FORM 10-Q - QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
              (As last amended in Rel. No. 34-26589, eff. 4/12/93.)

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2000


                         Commission file number: 0-12668


                              Hills Bancorporation


Incorporated in Iowa                              I.R.S. Employer Identification
                                                  ------------------------------
                                                          No. 42-1208067

                          131 MAIN STREET, HILLS, IOWA

                        Telephone number: (319) 679-2291


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.  [X] Yes  [ ] No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

                                                            SHARES OUTSTANDING
          CLASS                                             At April 30, 2000
--------------------------                                  ------------------
Common Stock, no par value                                       1,495,941





<PAGE>


                              HILLS BANCORPORATION
                               Index to Form 10-Q

                                     Part I
                              FINANCIAL INFORMATION


                                                                           Page
                                                                          Number

Item 1.        Financial Statements

               Consolidated balance sheets, March 31, 2000 (unaudited)
                   and December 31, 1999
               Consolidated statements of income, (unaudited) for three
                   months ended March 31, 2000 and 1999
               Consolidated statements of comprehensive income, (unaudited)
                   for three months ended March 31, 2000 and 1999.
               Consolidated statements of stockholders' equity, (unaudited)
                   for three months ended March 31, 2000 and 1999
               Consolidated statements of cash flows (unaudited) for three
                   months ended March 31, 2000 and 1999
               Notes to consolidated financial statements

Item 2.        Management's discussion and analysis of financial condition
                   and results of operations

Item 3.        Quantitative and Qualitative Disclosures About Market Risk

               The information  appearing on page 11 of item 2 under the
               heading "Market Risk Management" is incorporated herein
               by reference.


                                     Part II
                                OTHER INFORMATION

Item 1.        Legal proceedings

Item 2.        Changes in securities and use of proceeds

Item 3.        Defaults upon senior securities

Item 4.        Submission of matters to vote of security holders

Item 5.        Other information

Item 6.        Exhibits and reports on Form 8-K

COMPUTATION OF EARNINGS PER SHARE

SIGNATURES



<PAGE>


                              HILLS BANCORPORATION
                           CONSOLIDATED BALANCE SHEETS
                      (In Thousands, except per share data)
<TABLE>
                                                             March 31,   December 31,
                                                               2000         1999*
                                                             ------------------------
                                                             (Unaudited)
<S>                                                          <C>          <C>
ASSETS
Cash and due from banks ..................................   $  19,692    $  21,765
Investment securities:
   Available for sale (amortized cost
     March 31, 2000 $134,431;
     December 31, 1999 $133,516) .........................     132,509      131,961
   Held to maturity (fair value
     March 31, 2000 $17,855;
     December 31, 1999 $18,362) ..........................      17,882       18,307
   Stock of Federal Home Loan Bank .......................       7,789        5,930
Federal funds sold .......................................      15,210          206
Loans, net ...............................................     579,754      565,381
Property and equipment, net ..............................      12,828       11,646
Accrued interest receivable ..............................       6,528        6,376
Deferred income taxes, net ...............................       3,927        3,954
Other assets .............................................       7,243        8,440
                                                             ----------------------
                                                             $ 803,362    $ 773,966
                                                             ======================

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Noninterest-bearing deposits .............................   $  68,949    $  66,794
Interest-bearing deposits ................................     512,108      495,292
                                                             ----------------------
   Total deposits ........................................   $ 581,057    $ 562,086
Federal funds purchased and securities
   sold under agreements to repurchase ...................      11,769       26,714
Federal Home Loan Bank notes .............................     133,700      108,700
Accrued interest payable .................................       2,009        2,040
Other liabilities ........................................       3,806        3,209
                                                             ----------------------
                                                             $ 732,341    $ 702,749
                                                             ----------------------

REDEEMABLE COMMON STOCK HELD BY
   EMPLOYEE STOCK OWNERSHIP PLAN
   (ESOP) ................................................   $  11,109    $  10,953
                                                             ----------------------

STOCKHOLDERS' EQUITY
Capital stock, common, no par value;
   authorized 10,000,000 shares;
   issued March 31, 2000 - 1,495,941 shares;
   December 31, 1999 - 1,495,941 shares ..................   $  10,214    $  10,214
Retained earnings ........................................      62,019       61,984
Accumulated other comprehensive income,
   unrealized gains (losses) on investment securities, net      (1,212)        (981)
                                                             ----------------------
                                                             $  71,021    $  71,217
Less, maximum cash obligation related to
   ESOP shares ...........................................      11,109       10,953
                                                             ----------------------
                                                             $  59,912    $  60,264
                                                             ----------------------
                                                             $ 803,362    $ 773,966
                                                             ======================
<FN>

*  Derived from audited financial statements.
</FN>
</TABLE>
See Notes to Financial Statements.


<PAGE>


                              HILLS BANCORPORATION
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
                   Three Months Ended March 31, 2000 and 1999
                      (In Thousands, Except Per Share Data)



                                                             2000         1999
                                                           ---------------------
Interest Income:
   Interest and fees on loans ......................       $11,638       $ 9,663
   Interest on investment securities:
     Taxable .......................................         1,833         1,751
     Non-taxable ...................................           416           379
   Interest on federal funds sold ..................           172           261
                                                           ---------------------
   Total interest income ...........................       $14,059       $12,054
                                                           ---------------------
Interest Expense:
   Interest on deposits ............................       $ 5,406       $ 5,090
   Interest on securities sold under agreements
     to repurchase .................................           133           101
   Interest on FHLB borrowings .....................         1,953         1,077
                                                           ---------------------

   Total interest expense ..........................       $ 7,492       $ 6,268
                                                           ---------------------
   Net interest income .............................       $ 6,567       $ 5,786

Provision for loan losses ..........................           273           204
                                                           ---------------------
   Net interest income after provision
     for loan losses ...............................       $ 6,294       $ 5,582
                                                           ---------------------
Other income:
   Loan origination fees ...........................       $    47       $   199
   Trust fees ......................................           589           526
   Deposit account charges and fees ................           569           452
   Other fees and charges ..........................           584           478
                                                           ---------------------
                                                           $ 1,789       $ 1,655
                                                           ---------------------
Other expenses:
   Salaries and employee benefits ..................       $ 2,660       $ 2,342
   Occupancy .......................................           340           293
   Furniture and equipment .........................           486           451
   Office supplies and postage .....................           241           266
   Other operating .................................         1,168           895
                                                           ---------------------
                                                           $ 4,895       $ 4,247
                                                           ---------------------
   Income before income taxes ......................       $ 3,188       $ 2,990

Federal and state income taxes .....................           984           911
                                                           ---------------------
   Net income ......................................       $ 2,204       $ 2,079
                                                           =====================

Earning per common share:
     Basic .........................................       $  1.47       $  1.41
     Diluted .......................................          1.46          1.39
<PAGE>



                              HILLS BANCORPORATION
            UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                   Three Months Ended March 31, 2000 and 1999
                                 (In Thousands)

                                                           Three Months Ended
                                                           --------------------
                                                            2000         1999
                                                           --------------------

Net Income ...........................................     $ 2,204      $ 2,079

Other comprehensive income:
   Unrealized gains (losses) on debt securities ......        (367)        (855)
   Income tax effect of unrealized gains (losses) ....         136          315
                                                           -------      -------
Comprehensive Income .................................     $ 1,973      $ 1,539
                                                           =======      =======


See Notes to Financial Statements


<PAGE>


                              HILLS BANCORPORATION
            UNAUDITED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                   Three Months Ended March 31, 2000 and 1999
                      (In Thousands, Except Per Share Data)
<TABLE>
                                                                      Less
                                                                     Maximum
                                                       Accumulated    Cash
                                                          Other     Obligation
                                   Capital   Retained Comprehensive  To ESOP
                                    Stock    Earnings    Income      Shares      Total
                                   ----------------------------------------------------
<S>                                <C>       <C>      <C>           <C>         <C>
Balance, January 1, 2000 .......   $10,214   $61,984    $  (981)    $(10,953)   $60,264
Net income .....................       - -     2,204        - -          - -      2,204
Change related to ESOP shares ..       - -       - -        - -         (156)      (156)
Cash dividends ($1.45 per share)       - -    (2,169)       - -          - -     (2,169)
Other comprehensive income .....       - -       - -       (231)         - -       (231)
                                   ----------------------------------------------------
Balance, March 31, 2000 ........   $10,214   $62,019    $(1,212)    $(11,109)   $59,912
                                   ====================================================
</TABLE>

<TABLE>
                                                                               Less
                                                                             Maximum
                                                              Accumulated      Cash
                                                                 Other      Obligation
                                          Capital  Retained  Comprehensive    To ESOP
                                           Stock   Earnings      Income       Shares     Total
                                          ------------------------------------------------------
<S>                                       <C>      <C>       <C>            <C>         <C>
Balance, January 1, 1999 ...............   $9,140  $55,428      $1,185       $(9,301)   $ 56,452
Net income .............................      - -    2,079         - -           - -       2,079
Change related to ESOP shares ..........      - -      - -         - -          (326)       (326)
Cash dividends ($1.30 per share) .......      - -   (1,911)        - -           - -      (1,911)
Other comprehensive income .............      - -      - -        (540)          - -        (540)
Issuance of 1,026 shares of common stock       26      - -         - -           - -          26
                                           -----------------------------------------------------
Balance, March 31, 1999 ................   $9,166  $55,596      $  645       $(9,627)    $55,780
                                           =====================================================

</TABLE>
See Notes to Financial Statements.

<PAGE>


                              HILLS BANCORPORATION
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Three Months Ended March 31, 2000 and 1999
                                 (In Thousands)
<TABLE>

                                                                                     2000        1999
                                                                                   --------------------
<S>                                                                                <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income .....................................................................   $  2,204    $  2,079
Adjustments to reconcile net income to
    net cash provided by operating activities:
    Depreciation ...............................................................        340         357
    Provision for loan losses ..................................................        273         204
    Deferred income taxes ......................................................        163         (74)
    (Increase) decrease in accrued interest receivable .........................       (152)        (17)
    Amortization of bond discount ..............................................         21         115
    (Increase) decrease in other assets ........................................      1,111         (35)
    Amortization of intangibles ................................................         86          86
    Increase in accrued interest and other liabilities .........................        566       1,461
                                                                                   --------------------
    Net cash provided by operating activities ..................................   $  4,612    $  4,176
                                                                                   --------------------

CASH FLOWS FROM  INVESTING  ACTIVITIES
Proceeds  from  maturities of investment securities:
    Available for sale .........................................................   $  6,746    $  8,005
    Held to maturity ...........................................................        399         495
Purchase of investment securities, available for sale ..........................     (9,515)    (14,598)
Federal funds sold, net ........................................................    (15,004)     24,075
Loans made to customers, net of collections ....................................    (14,646)    (20,599)
Purchases of property and equipment ............................................     (1,522)       (740)
                                                                                   --------------------
    Net cash (used in) investing activities ....................................   $(33,542)   $ (3,362)
                                                                                   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES
    Net increase  in deposits ..................................................   $ 18,971    $  2,085
    Net increase in fed funds purchased and
       securities sold under agreements to repurchase ..........................    (14,945)     (1,482)
    Borrowings from FHLB .......................................................     40,000         - -
    Payments on FHLB notes .....................................................    (15,000)        - -
    Stock options exercised ....................................................        - -          26
    Dividends paid .............................................................     (2,169)     (1,911)
                                                                                   --------------------
       Net cash provided by financing activities ...............................   $ 26,857    $ (1,282)
                                                                                   --------------------
       (Decrease) in cash and due from banks ...................................   $ (2,073)   $   (468)

CASH AND DUE FROM BANKS
    Beginning ..................................................................     21,765      16,427
                                                                                   --------------------
    Ending .....................................................................   $ 19,692    $ 15,959
                                                                                   ====================

SUPPLEMENTAL DISCLOSURES
    Cash payments for:
       Interest paid to depositors and others ..................................   $  5,437    $  5,153
       Interest paid on other obligations ......................................      2,086       1,178
       Income taxes ............................................................        286         129
    Non-cash financing transaction,
       increase in maximum cash obligation related
        to ESOP shares .........................................................        156         326
</TABLE>
See Notes to Financial Statements.
<PAGE>


                              HILLS BANCORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)



Note 1. Interim Financial Statements

Interim consolidated  financial statements have not been examined by independent
public  accountants,  but include  all  adjustments  (consisting  only of normal
recurring  accruals)  which,  in the opinion of management,  are necessary for a
fair presentation of the results for these periods. The results of operation for
the interim  periods are not  necessarily  indicative  of the results for a full
year.

In reviewing these financial  statements,  reference should be made to the Notes
to Financial Statements contained in the Financial Statements for the year ended
December 31, 1999.

There were no changes in accounting  policies which had a significant  effect on
the interim consolidated financial statements for the periods presented.

For purposes of reporting  cash flows,  cash and due from banks includes cash on
hand and amounts due from banks  (including  cash items in process of clearing).
Cash flows from demand deposits,  NOW accounts,  savings  accounts,  and federal
funds  purchased and sold are reported net since their  original  maturities are
less than three months. Cash flows from loans and time deposits are presented as
net increases or decreases.

Note 2. Loans

The following  tables set forth the  composition  of loans and the allowance for
loan losses:
                                                          (In thousands)
                                                              March 31
                                                    ---------------------------
                                                       2000             1999
                                                    ---------------------------

Agricultural ...............................        $  27,876         $  32,847
Commercial and financial ...................           38,872            41,407
Real estate, construction ..................           35,456            34,419
Real estate, mortgage ......................          456,388           351,739
Loans to individuals .......................           30,961            29,940
                                                    ---------------------------
                                                    $ 589,553         $ 490,352
Less allowance for loan losses .............           (9,799)           (9,046)
                                                    ---------------------------
                                                    $ 579,754         $ 481,306
                                                    ===========================

Transactions in the allowance for loan losses are as follows:

                                                          (In thousands)
                                                            Three Months
                                                           Ended March 31
                                                       ------------------------
                                                        2000             1999
                                                       ------------------------

Balance, beginning ...........................         $ 9,750          $ 8,856
   Provision charged to expense ..............             273              204
   Net charge-offs ...........................            (224)             (14)
                                                       -------          -------
Balance, ending ..............................         $ 9,799          $ 9,046
                                                       =======          =======

The following summarizes the Company's  nonaccrual,  past due,  restructured and
impaired loans:
                                                 (In thousands)
                                                    March 31
                                                 ---------------
                                                  2000     1999
                                                 ---------------

Nonaccrual ....................................  $  - -   $  - -
Accruing loans, past due 90 days or more ......   2,103      975
Restructured loan .............................     - -      - -
Impaired loans ................................   8,367    9,085
<PAGE>


Note 3. Earnings Per Share

Basic net income per share  amounts are  computed by dividing  net income by the
weighted average number of common shares outstanding during the period.  Diluted
earnings per share are  computed by dividing net income by the weighted  average
number of  common  shares  outstanding  during  the  period  plus the  number of
potential  dilutive  common shares  attributable  to the Company's  stock option
plan.

<PAGE>


                                 PART I, ITEM 2.
                              HILLS BANCORPORATION
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
              OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Forward Looking Information

Forward looking  information  relating to the financial results or strategies of
the  Company  may be made  in the  Management's  Discussion  and  Analysis.  The
following paragraphs identify forward looking statements and the risks that need
to be considered when reading those statements.

Forward looking  statements include such words as believe,  expect,  anticipate,
target,  goal,  objective and other words with similar  meaning.  The Company is
under no obligation to update such statements.

The risks  involved in the  operations  and  strategies  of the Company  include
competition  from  other  financial  institutions,  changes in  interest  rates,
changes in economic or market  conditions  and  changes in  regulatory  factors.
These risks, which are not all inclusive, cannot be estimated.

Recent Activities

The  first  quarter  of 2000 saw the  opening  of our  Cedar  Rapids  office  in
February,  representing  the tenth  location for which our customers can conduct
their banking business.  This downtown Cedar Rapids office also represents a new
market area for Hills  Bancorporation.  At the end of this quarter  consolidated
total assets  exceeded $803 million which resulted from continued  growth in all
offices.  In March 2000 the Company  started  construction  of a new  operations
center in Hills which will house employees from our Coralville operations center
and  provide  expansion  of  Trust  operations  and  other  retail  departments.
Completion is expected in February 2001 and total construction  expenditures are
expected to total approximately $3,100,000.

Financial Position

Total assets of Hills  Bancorporation  are $803.4  million at March 31, 2000 and
that is an increase of $111.9  million  from March 31,  1999.  This  increase in
assets  includes  an  increase  in net loans of $98.4  million  or 20.45% and is
reflected in net loans  outstanding  of $579.8  million at March 31,  2000.  The
majority  of the loans were real estate  loans  secured by  mortgages.  Over $56
million  of the net loan  increase  was in 1-4 family  real  estate  loans.  The
increase  in  loans  resulted  from a  strong  local  economy  and  an  improved
competitive  position relative to one of the banks in the Iowa City market,  and
was achieved  despite a trend of higher interest rates. The asset increases were
funded  primarily by a $47.5 million  increase in deposits and  securities  sold
under agreements to repurchase and Federal Home Loan Bank notes borrowings which
increased  by a net of $58.0  million.  Due to the  continued  loan  demand  and
challenges for funding sources  asset-liability  management continues to be very
important.  The  asset-liability  management  encompasses both the management of
interest rate  sensitivity and the maintenance of adequate  liquidity.  Interest
rate  sensitivity  management  attempts  to  provide  the  optimal  level of net
interest income while managing  exposure to risks  associated with interest rate
movements.  Liquidity  management  involves planning to meet anticipated funding
needs.  Management  monitors the rate sensitivity and liquidity  positions on an
on-going basis and, when necessary,  appropriate action is taken to minimize any
adverse  effects of rapid interest rate  movements or any  unexpected  liquidity
concerns.

In January 2000,  Hills  Bancorporation  paid a dividend of $1.45 per share,  an
11.5%  increase  from the $1.30  paid in January  1999.  The total  dividend  of
$2,169,000  is  deducted  from  stockholders'  equity  and is  reflected  in the
resulting   stockholders'   equity  as  of  March  31,   2000  of   $59,912,000.
Stockholders'  equity  at March 31,  2000 and  December  31,  1999  reflects  an
adjustment for unrealized gain (losses) on debt securities, net of income taxes.
The total  stockholders'  equity of Hills  Bancorporation  as of March 31,  2000
before the reduction for the ESOP shares, as a percent of total assets is 8.84%.
Under risk-based capital rules, total capital is 14.41% of risk adjusted assets,
compared to the current 8% requirement.
<PAGE>


Results of Operations

Net income was  $2,204,000  and $2,079,000 for the three months ending March 31,
2000 and 1999,  respectively.  This is an increase  of  $125,000  or 6.01%.  The
increase is due to a $781,000 increase in net interest income and an increase in
other income of $134,000.  The increase in net interest  income is due primarily
to  average  earning  assets for the first  quarter of 2000 being  approximately
$99.1 million  higher than the balances in 1999 for the three months ended March
31,  1999.  Also  in  the  first  quarter  Hills  Bancorporation  increased  its
borrowings  from the Federal Home Loan Bank by a net $25 million  from  December
31, 1999 in anticipation of higher interest rates and loan funding  requirements
during the second and third quarter of this year. Due to higher secondary market
interest rates,  loan  origination fees were down for the quarter by $152,000 to
$47,000.  Trust fees and deposit account charges increased over the quarter from
one year ago to $180,000 or 18.4% due primarily to volume  increases in accounts
under management and number of deposit accounts, respectively.

Other  expenses  increased by $648,000 in the first  quarter of 2000 compared to
the  prior  year.  $318,000  of this was in the area of  salaries  and  employee
benefits  which was the result of new staff added and salary  adjustments in the
first  quarter  of 2000  compared  to the  same  quarter  in 1999.  In  addition
occupancy  expenses increased in the first quarter of 2000 due to the opening of
the new branch in Cedar Rapids.

Earnings per share,  both basic and  diluted,  increased  for the quarter  ended
March 31, 2000 compared to 1999. Basic and diluted earnings per share were $1.47
and $1.46 for the quarter  ended March 31, 2000  compared to $1.41 and $1.39 for
the quarter ended March 31, 1999

Market Risk Management

Market risk is the risk of earnings volatility that results from adverse changes
in interest  rates and market  prices.  The  Company's  market risk is comprised
primarily of interest  rate risk arising  from its core  banking  activities  of
lending  and  deposit  taking.  Interest  rate risk is the risk that  changes in
market  interest rates may adversely  affect the Company's net interest  income.
Management  continually  develops and applies  strategies to mitigate this risk.
Management does not believe that the Company's primary market risk exposures and
how those exposures have been managed to-date in 2000 changed significantly when
compared to 1999.

Asset/Liability Management

The Company has a fully integrated  asset/liability  management system to assist
in managing the balance sheet. The process, which is used to project the results
of alternative  investment  decisions,  includes the  development of simulations
that  reflect the effects of various  interest  rate  scenarios  on net interest
income.  Management  analyzes the  simulations to manage interest rate risk, the
net interest margin and levels of net interest income.

The  goal is to  structure  the  balance  sheet  so  that  net  interest  margin
fluctuates  in a narrow range during  periods of changing  interest  rates.  The
Company  currently  believes that net interest  income would fall by less than 4
percent if interest  rates  increased  or  decreased  by 300 basis points over a
one-year time horizon. This is within the Company's policy limits.

To  improve  net  interest  income  and lessen  interest  rate risk,  management
continues its strategy of de-emphasizing  fixed-rate portfolio  residential real
estate  loans with long  repricing  periods.  The Company  continues to focus on
reducing interest rate risk by emphasizing growth in variable-rate  consumer and
commercial loans.  Other actions include the use of fixed-rate Federal Home Loan
Bank  (FHLB)  advances  as  alternatives  to  certificates  of  deposit,  active
management of the available for sale investment  securities portfolio to provide
for cash flows that will facilitate interest rate risk management.

The highly  competitive  banking  environment  in Iowa also greatly  impacts the
Company's net interest margin.  The effect of competition on net interest income
is difficult to predict.


<PAGE>


                              HILLS BANCORPORATION
                           PART II - OTHER INFORMATION


Item 1.       Legal Proceedings

              There are no material pending legal proceedings.

Item 2.       Changes in Securities

              There were no changes in securities.

Item 3.       Defaults upon Senior Securities

              Hills Bancorporation has no senior securities.

Item 4.       Submission of Matters to a Vote of Security Holders

              No matters were submitted to a vote of security holders during the
              quarter ended March 31, 2000.

Item 5.       Other Information

              None

Item 6.       Exhibits and Reports on Form 8-K

              (a)  Exhibit
                   See exhibit II - Statement Re Computation of Earnings Per
                   Common Share

              (b)  Reports on Form 8-K
                   No  reports on Form 8-K have been  filed  during the  quarter
                   ended March 31, 2000.








<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned and thereunto duly authorized.

                                                 HILLS BANCORPORATION
                                                 (Registrant)



May 15, 2000                                     /s/ Dwight O. Seegmiller
---------------------------                      -------------------------------
Date                                             Dwight O. Seegmiller, President
                                                 (Duly authorized officer of
                                                    the registrant)


                                                 /s/ James G. Pratt
                                                 -------------------------------
                                                 James G. Pratt, Treasurer
                                                 (Principal Financial Officer)